REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is
entered into as of December 28, 1998, by and between The
Network Connection, Inc., a Georgia corporation (the
"Company"), Cache Capital L.P. (hereinafter referred to as
"Purchaser") and WS Marketing & Financial Services, Inc.
(the Consultant) to the Company's offering ("Offering") of
up to 80,000 shares plus the Repricing Shares, if any, of
its common stock, including the Repricing Shares (the
"Purchase Shares"), as well as warrants (the "Warrants") to
acquire 50,000 shares of common stock (the "Warrant Shares")
by the Consultant, pursuant to the Common Stock Purchase
Agreement between the Company and Purchaser (the "Purchase
Agreement) and the Warrants, respectively, (with all such
shares being collectively referred to as the "Shares"), the
terms of which are incorporated herein and made a part
hereof.
1. Definitions. For purposes of this Agreement:
(a) The terms "register", "registered," and "registration"
refer to a registration effected by preparing and filing a
registration statement or similar document in compliance
with the Securities Act of 1933 (the "Act") and pursuant to
Rule 415 under the Act or any successor rule, and the
declaration or ordering of effectiveness of such
registration statement or document;
(b) For purposes of the Required Registration under
Section 2 hereof, the term "Registrable Securities" means
the _________________ Purchase Shares and 50,000 Warrant
Shares, together with any capital stock issued in
replacement of, in exchange for or otherwise in respect of
such common stock of the Company, $.001 par value (the
"Common Stock").
For purposes of a Demand Registration under
Section 3 hereof or a Piggyback Registration under Section 4
hereof, the term "Registrable Securities" shall have the
meaning set forth above, except that the following shall not
constitute Registrable Securities for purposes of a Demand
Registration under Section 3 hereof or a Piggyback
Registration under Section 4 hereof:
1. any Registrable Securities resold in a public
transaction shall cease to constitute Registrable
Securities.
2. any securities which at the time can be sold by the
Holder under Rule 144.
(c) The number of shares of "Registrable Securities then
outstanding" shall be determined by the number of shares of
Common Stock which have been issued or are issuable pursuant
to the Purchase Agreement at the time of such determination
and under the Warrants;
(d) The term "Holder" means any person owning or having the
right to acquire Registrable Securities or any permitted
assignee thereof;
(e) The term "Due Date" means the date which is one hundred
twenty (120) days after the Closing (as defined in the
Purchase Agreement).
(f) The terms "Offering" and "Closing" shall have the
meanings ascribed to them in the Purchase Agreement.
2. Required Registration.
(a) Within forty five (45) days after the Closing of the
Purchase Agreement, the Company shall file a registration
statement ("Registration Statement") on Form X-0, XX-0 (or
other suitable form), covering the resale of all shares of
Registrable Securities then outstanding.
(b) The Company shall use all reasonable efforts to have
the Registration Statement declared effective on or before
the Due Date.
(c) If the Registration Statement is not declared effective
by the Due Date as a result of the Company's failure to file
such Registration Statement timely or failure to strive
diligently to have such Registration Statement declared
effective by the Due Date, the Company shall pay the
Purchaser an amount equal to one percent (1%) per month, or
a fraction of a month, of the aggregate amount of Purchase
Price sold in the Purchase Agreement, compounded monthly and
accruing daily, until the Registration Statement or a
registration statement filed pursuant to Section 3 or
Section 4 is declared effective, payable in cash. The
accrual amount payable will be tolled for any periods
occasioned by a delay of a Registration Statement under
Section 3 as a result of the choice of the Holders to have
that Registration Statement underwritten.
(d) If the Registration Statement is not declared effective
by the Due Date, but all the Registrable Securities held by
a Holder are available for sale by the Holder, in the
opinion of counsel to the Purchaser (which opinion shall be
reasonably acceptable to the Company to permit such sale)
(the "Opinion"), without compliance with the registration
and prospectus delivery requirements of the Act, so that all
transfer restrictions and restrictive legends pertaining to
the Registrable Securities may be removed prior to and upon
the consummation of such sale, then registration
contemplated hereby shall no longer be required with respect
to such Holder's Registrable Securities upon the furnishing
to the Company of the Opinion, and the Company will
cooperate fully with the Holder and use its best efforts to
facilitate removal of restrictive legends and transfer
restrictions pertaining to the Registrable Securities. Such
efforts shall include, but not be limited to, undertaking to
furnish such opinions of counsel to the Company as the
Company's transfer agent may reasonably require.
3. Demand Registration.
(a) If the Registration Statement described in Section 2
above is not effective by the Due Date, Initiating Holders
may notify the Company in writing and demand that the
Company file a registration statement under the Securities
Act (a "Demand Registration Statement") covering the resale
of the Registrable Securities then outstanding. Upon
receipt of such notice, the Company shall, within ten (10)
days thereafter, give written notice of such request to all
Holders and shall, subject to the limitations of
subsection 5(b), as soon as practicable, and in any event
within thirty (30) days after the receipt of such request,
file a registration under the Act of all Registrable
Securities which the Holders request, by notice given to the
Company.
(b) The Company is obligated to effect only one (1) demand
registration pursuant to Section 3 of this Agreement. The
Company agrees to include all Registrable Securities held by
all Holders in such Registration Statement without cutback
or reduction. In the event the Company breaches its
obligation of the preceding sentences, any Holders of the
Registrable Securities which were not included in such
Registration Statement shall be entitled to a second demand
registration for such excluded securities and the Company
shall keep such registration statement effective as required
by Section 7.
4. Piggyback Registration. If the Registration Statement
described in Section 2 is not effective by the Due Date, and
no demand for a Demand Registration Statement has been made
pursuant to Section 3, and if (but without any obligation to
do so) the Company proposes to register (including for this
purpose a registration effected by the Company for
shareholders other than the Holders, except that the rights
granted under this Section 4 shall not apply to any
registration statement filed with respect to capital shares
distributed by The Shaar Fund, Ltd., its successors or
assigns) any of its Common Stock under the Act in connection
with the public offering of such securities solely for cash
(other than a registration relating solely for the sale of
securities to participants in a Company stock or option plan
or a registration on Form S-4 promulgated under the Act or
any successor or similar form registering stock issuable
upon a reclassification, upon a business combination
involving an exchange of securities or upon an exchange
offer for securities of the issuer or another entity), the
Company shall, at such time, promptly give each Purchaser
written notice of such registration (a "Piggyback
Registration Statement"). Upon the written request of each
Purchaser given by fax within ten (10) days after mailing of
such notice by the Company, which request shall state the
intended method of disposition of such shares by such
Purchaser, the Company shall cause to be included in such
registration statement under the Act (subject to provisions
of Section 5 below) all of the Registrable Securities that
each such Purchaser has requested to be registered
("Piggyback Registration"); nothing herein shall prevent the
Company from withdrawing or abandoning the registration
statement prior to its effectiveness.
5. Limitation on Obligations to Register.
(a) In the case of a Piggyback Registration on an
underwritten public offering by the Company, if the managing
underwriter determines and advises in writing that the
inclusion in the registration statement of all Registrable
Securities proposed to be included would interfere with the
successful marketing of the securities proposed to be
registered by the Company, then the number of such
Registrable Securities to be included in the registration
statement shall be allocated among all Holders who had
requested Piggyback Registration, in the proportion that the
number of Registrable Securities which each such Purchaser,
including Consultant, seeks to register bears to the total
number of Registrable Securities sought to be included by
all Holders, including Consultant.
(b) Notwithstanding anything to the contrary herein, the
Company shall have the right (i) to defer the initial filing
or request for acceleration of effectiveness of any Demand
Registration Statement or Piggyback Registration Statement
or (ii) after effectiveness, to suspend effectiveness of any
such registration statement, if, in the good faith judgment
of the board of directors of the Company and upon the advice
of counsel to the Company, such delay in filing or
requesting acceleration of effectiveness or such suspension
of effectiveness is necessary in light of (i) the
requirement by the underwriter in a public offering by the
Company that such Registration Statement be delayed or
suspended or (ii) the existence of material non-public
information (financial or otherwise) concerning the Company,
disclosure of which at the time is not, in the opinion of
the board of directors of the Company upon the advice of
counsel, (A) otherwise required and (B) in the best
interests of the Company; provided, however, that solely in
the case of a demand registration the Company will not delay
filing or suspend effectiveness of such registration for
more than three (3) months from the date of the demand,
unless it is then engaged in an acquisition that would make
such registration impracticable, in which case it will use
its best efforts to eliminate such impracticability as soon
as possible after such three (3) month period.
(c) In the event the Company believes that shares sought to
be registered under Section 2, Section 3 or Section 4 by
Holders do not constitute "Registrable Securities" by virtue
of Section 1(b) of this Agreement, and the status of those
Shares as Registrable Securities is disputed, the Company
shall provide, at its expense, an opinion of counsel,
reasonably acceptable to the Holders of the Securities at
issue (and satisfactory to the Company's transfer agent to
permit the sale and transfer) that those securities may be
sold immediately, without restriction or resale, without
registration under the Act, by virtue of Rule 144 or other
applicable exemptions.
(d) The Company is not obligated to effect a Demand
Registration under Section 3: (i) during the ninety (90)
day period after the Due Date, so long as the Registration
Statement required under Section 2 has been filed, and the
Company is using all reasonable efforts to obtain a
declaration of the effectiveness of the Registration
Statement during such period or, (ii) if in the opinion of
counsel to the Company reasonably acceptable to the person
or persons from whom written request for registration has
been received (and satisfactory to the Company's transfer
agent to permit the transfer) that registration under the
Act is not required for the immediate transfer of all of the
Registrable Securities pursuant to Rule 144 or other
applicable exemption.
6. Obligations to Increase the Number of Available Shares.
In the event that the number of shares available under a
registration statement filed pursuant to Section 2 or
Section 3 is insufficient to cover all of the Registrable
Securities then outstanding, the Company shall amend that
registration statement, or file a new registration
statement, or both, so as to cover all shares of Registrable
Securities then outstanding. The Company shall effect such
amendment or file such new registration statement within
thirty (30) days of the date the registration statement
filed under Section 2 or Section 3 is insufficient to cover
all the shares of Registrable Securities then outstanding.
Any Registration Statement filed hereunder shall, to the
extent permissible by the Rules of the Securities and
Exchange Commission ("SEC"), state that, in accordance with
Rule 416 under the Act, such Registration Statement also
covers such indeterminate numbers of additional shares of
Common Stock as may become issuable to prevent dilution
resulting from stock changes. In the event that the Company
fails to comply timely with the provisions of this Section
6, the Purchaser shall have the rights described in
Section 2(c) above.
7. Obligations of the Company. Whenever required under
this Agreement to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as
reasonably possible:
(a) Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best
efforts to cause such registration statement to become
effective.
(b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the
prospectus used in connection with such registration
statement as may be necessary to comply with the provisions
of the Act with respect to the disposition of all securities
covered by such registration statement.
(c) With respect to any Registration Statement filed
pursuant to this Agreement, keep such registration statement
effective until the earlier of (i) the Holders of
Registrable Securities covered by such registration
statement have completed the distribution described in the
registration statement; or (ii) nine (9) months after the
effective date of registration.
(d) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in
conformity with the requirements of the Act, and such other
documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned
by them.
(e) Use its best efforts to register and qualify the
securities covered by such registration statement under such
other securities or Blue Sky laws of such jurisdictions as
shall be reasonably requested by the Holders of the
Registrable Securities covered by such registration
statement, provided that the Company shall not be required
in connection therewith or as a condition thereto to qualify
to do business or to file a general consent to service of
process in any such states or jurisdictions.
(f) Notify each Purchaser of Registrable Securities covered
by such registration statement at any time when a prospectus
relating thereto is required to be delivered under the Act
of the happening of any event as a result of which the
prospectus included in such registration statement, as then
in effect, includes an untrue statement of material fact or
omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading
in light of the circumstances then existing.
(g) As promptly as practicable after becoming aware of such
event, notify each Purchaser of the happening of any event
of which the Company has knowledge, as a result of which the
prospectus included in the Registration Statement, as then
in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated
therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading, and use its best efforts promptly to prepare a
supplement or amendment to the Registration Statement to
correct such untrue statement or omission, and deliver a
number of copies of such supplement or amendment to each
Purchaser as such Purchaser may reasonably request.
(h) Provide Holders with written notice of the date that a
registration statement registering the resale of the
Registrable Securities is declared effective by the SEC.
(i) Provide Holders and their representatives the
opportunity to conduct a reasonable due diligence inquiry of
Company's pertinent financial and other records and make
available its officers, directors and employees for
questions regarding such information as it relates to
information contained in the registration statement subject
to all information received by the Holders and their
representatives being kept confidential.
(j) Provide Holders and their representatives the
opportunity to review the registration statement and all
amendments thereto a reasonable period of time prior to
their filing with the SEC.
8. Furnish Information. It shall be a condition precedent
to the obligations of the Company to take any action
pursuant to this Agreement with regard to each selling
Purchaser that such selling Holders shall furnish to the
Company such information regarding themselves, the
Registrable Securities held by them, and the intended method
of disposition of such securities, as shall be required, in
the opinion of counsel to the company, to effect the
registration of their Registrable Securities or to determine
that registration is not required pursuant to Rule 144 or
other applicable provision of the Act.
9. Expenses of Required and Demand Registration. All
expenses other than underwriting discounts and commissions
and fees and expenses of counsel to the selling Holders
incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including
(without limitation) all registration, filing and
qualification fees, printers' and Company accounting fees,
fees and disbursements of counsel for the Company, shall be
borne by the Company.
10. Expenses of Company Registration. The Company shall
bear and pay all expenses incurred in connection with any
registration, filing or qualification of Registrable
Securities with respect to the registration pursuant to
Section 4 for each Purchaser, including (without limitation)
all registration, filing, and qualification fees, printers
and Company accounting fees relating or apportionable
thereto but excluding underwriting discounts and commissions
and fees and expenses of counsel to the selling Holders
relating to Registrable Securities.
11. Indemnification. In the event any Registrable
Securities are included in a registration statement under
this Agreement:
(a) To the extent permitted by law, the Company will
indemnify and hold harmless each Purchaser, the officers and
directors of each Purchaser, any underwriter (as defined in
the Act) for such Purchaser and each person, if any, who
controls such Purchaser or underwriter within the meaning of
the Act or the Securities Exchange Act of 1934, as amended
(the " 1934 Act"), against any losses, claims, damages, or
liabilities (joint or several) to which they may become
subject under the Act, the 1934 Act or other federal or
state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or
are based upon any of the following statements, omissions or
violations (collectively a "Violation"): (i) any untrue
statement or alleged untrue statement of a material fact
contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein
or any amendments or supplements thereto, (ii) the omission
or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the
statements therein not misleading, or (iii) any violation by
the Company of the Act, the 1934 Act, any state securities
law or any rule or regulation promulgated under the Act, the
1934 Act or any state securities law; and the Company will
reimburse each such Purchaser, officer or director,
underwriter or controlling person for any legal or other
expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity
agreement contained in this subsection 11(a) shall not apply
to amounts paid in settlement of any such loss, claim,
damage, liability, or action if such settlement is effected
without the consent of the Company (which consent shall not
be unreasonably withheld), nor shall the Company be liable
in any such case for any such loss, claim, damage,
liability, or action to the extent that it arises out of or
is based upon a Violation which occurs in reliance upon and
in conformity with written information furnished expressly
for use in connection with such registration statement by
any such Purchaser, officer, director, underwriter or
controlling person.
(b) To the extent permitted by law, each selling Purchaser,
severally and not jointly, will indemnify and hold harmless
the Company, each of its directors, each of its officers who
have signed the registration statement, each person, if any,
who controls the Company within the meaning of the Act, any
underwriter and any other Purchaser selling securities in
such registration statement or any of its directors or
officers or any person who controls such Purchaser, against
any losses, claims, damages, or liabilities (joint or
several) to which the Company or any such director, officer,
controlling person, or underwriter or controlling person, or
other such Purchaser or director, officer or controlling
person may become subject, under the Act, the 1934 Act or
other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereto)
arise out of or are based upon any Violation, in each case
to the extent (and only to the extent) that such Violation
occurs in reliance upon and in conformity with written
information furnished by such Purchaser expressly for use in
connection with such registration; and each such Purchaser
will reimburse any legal or other expenses reasonably
incurred by the Company and any such director, officer,
controlling person, underwriter or controlling person, other
Purchaser, officer, director, or controlling person in
connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that
the indemnity agreement contained in this subsection 11(b)
shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement
is effected without the consent of the Purchaser, which
consent shall not be unreasonably withheld; provided, that,
in no event shall any indemnity under this subsection 10(b)
exceed the gross proceeds from the offering received by such
Purchaser.
(c) Promptly after receipt by an indemnified party under
this Section 11 of notice of the commencement of any action
(including any governmental action), such indemnified party
will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 11, deliver to the
indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly
noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own
counsel, with the reasonably incurred fees and expenses of
one such counsel to be paid by the indemnifying party, if
representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate
due to actual conflicting interests between such indemnified
party and any other party represented by such counsel in
such proceeding; provided, however, that the indemnifying
parties shall only be responsible for payment of the fees of
one such additional counsel for all indemnified parties.
The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any
such action, if prejudicial to its ability to defend such
action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 11,
but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that
it may have to any indemnified party otherwise than under
this Section 11.
(d) In the event that the indemnity provided in paragraph
(a) or (b) of this Section 10 is unavailable to or
insufficient to hold harmless an indemnified party for any
reason, the Company and each holder of Registrable
Securities agree to contribute to the aggregate claims,
losses, damages and liabilities (including legal or other
expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to
which the Company and one or more of the holders of
Registrable Securities may be subject in such proportion as
is appropriate to reflect the relative fault of the Company
and the holders in connection with the statements or
omissions which resulted in such Losses; provided, however,
that in no case shall any holder be responsible for any
amount in excess of the purchase price of securities sold by
it under the registration statement. Relative fault shall
be determined by reference to whether any alleged untrue
statement or omission relates to information provided by the
Company or by the holders. The Company and the holders
agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any
other method of allocation which does not take account of
the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this
Section 11, each person who controls a holder of Registrable
Securities within the meaning of either the Act or the 1934
Act and each director, officer, partner, employee and agent
of a holder shall have the same rights to contribution as
such holder, and each person who controls the Company within
the meaning of either the Act or the 1934 Act and each
director of the Company, and each officer of the Company who
has signed the registration statement, shall have the same
rights to contribution as the Company, subject in each case
to the applicable terms and conditions of this paragraph
(d).
(e) The obligations of the Company and Holders under this
Section 11 shall survive the completion of any offering of
Registrable Securities in a registration statement under
this Agreement, and otherwise.
12. Reports Under Securities Exchange Act of 1934. With a
view to making available to the Holders the benefits of Rule
144 promulgated under the Act and any other rule or
regulation of the SEC that may at any time permit a
Purchaser to sell securities of the Company to the public
without registration, the Company agrees to:
(a) make and keep public information available, as those
terms are understood and defined in SEC Rule 144;
(b) file with the SEC in a timely manner all reports and
other documents required of the Company under the Act and
the 1934 Act; and
(c) furnish to any Purchaser, so long as the Purchaser owns
any Registrable Securities, forthwith upon request (i) a
written statement by the Company, if true, that it has
complied with the reporting requirements of SEC Rule 144,
the Act and the 1934 Act, (ii) a copy of the most recent
annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and
(iii) such other information as may be reasonably requested
in availing any Purchaser of any rule or regulation of the
SEC which permits the selling of any such securities without
registration.
13. Amendment of Registration Rights. Any provision of this
Agreement may be amended and the observance thereof may be
waived (either generally or in a particular instance and
either retroactively or prospectively), only with the
written consent of the Company and the holders of a majority
of the Registrable Securities provided that the amendment
treats all Holders equally. Any amendment or waiver
effected in accordance with this paragraph shall be binding
upon each Purchaser, each future Purchaser, and the Company.
14. Notices. All notices required or permitted under this
Agreement shall be made in writing signed by the party
making the same, shall specify the section under this
Agreement pursuant to which it is given, and shall be
addressed if to (i) the Company: Xxxxxx Xxxxx, at 0000
Xxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxx 00000, Telephone No.
(000) 000-0000, with a copy to Xxxxx X. Xxxxxxxx, esq. At
Nixon, Hargrave, Devans & Xxxxx, LLP, 000 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000, Facsimile No: (000) 000-0000, and
(ii) the Holders at their respective last address as the
party shall have furnished in writing as a new address to be
entered on such register. Any notice, except as otherwise
provided in this Agreement, shall be made by fax and shall
be deemed given at the time of transmission of the fax, with
confirmations back.
15. Termination. This Agreement shall terminate on the
earlier to occur of (a) the date that is five (5) years from
the date of this Agreement and (b) the date the distribution
of all Registrable Securities described in any registration
statement filed pursuant to this Agreement is completed; but
without prejudice to (i) the parties' rights and obligations
arising from breaches of this Agreement occurring prior to
such termination (ii) other indemnification obligations
under this Agreement or (iii) the Company's obligation to
maintain the effectiveness of a registration statement filed
prior thereto in accordance with the terms hereof, and to
fulfill its obligation hereunder in respect thereof until it
is no longer required to maintain the effectiveness thereof.
16. Assignment. No assignment, transfer or delegation,
whether by operation of law or otherwise, of any rights or
obligations under this Agreement by the Company or any
Purchaser, respectively, shall be made without the prior
written consent of the majority in interest of the Holders
or the Company, respectively; provided that, subject to the
other terms of this Agreement, the rights of a Purchaser may
be transferred to a subsequent holder of the Purchaser's
Registrable Securities (provided such transferee shall
provide to the Company, together with or prior to such
transferee's request to have such Registrable Shares
included in a Demand Registration or Piggyback Registration,
a writing executed by such transferee agreeing to be bound
as a Purchaser by the terms of this Agreement); and provided
further that the Company may transfer its rights and
obligations under this Agreement to a purchaser of all or a
substantial portion of its business if the obligations of
the Company under this Agreement are assumed in connection
with such transfer, either by merger or other operation of
law (which may include without limitation a transaction
whereby the Registrable Shares are converted into securities
of the successor in interest) or by specific assumption
executed by the transferee.
17. Miscellaneous.
(a) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of
Georgia without giving effect to conflict of laws.
(b) Successors and Assigns. Except as otherwise provided
herein, the provisions hereof shall inure to the benefit of,
and be binding upon, the successors, assigns, heirs,
executors and administrators of the parties hereto.
(c) Delays or Omissions. No delay or omission to exercise
any right, power or remedy accruing to any holder of any
Registrable Shares, upon any breach or default of the
Company under this Agreement, shall impair any such right,
power or remedy of such holder nor shall it be construed to
be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or
default thereunder occurring, nor shall any waiver of any
single breach or default be deemed a waiver of any other
breach or default thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of
any holder of any breach or default under this Agreement, or
any waiver on the part of any party of any provisions of
conditions of this Agreement, must be in writing and shall
be effective only to the extent specifically set forth in
such writing. All remedies, either under this Agreement, or
by law or otherwise afforded to any holder, shall be
cumulative and not alternative.
(d) Counterparts. This Agreement may be executed in any
number of counterparts, each of which may be executed by
less than all of the Purchaser, each of which shall be
enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one
instrument.
(e) Severability. In the case any provision of this
Agreement shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired
thereby.
The foregoing Registration Rights Agreement is
hereby executed as of the date first above written.
THE NETWORK CONNECTION, INC.
By:
Xxxxxx Xxxxx
Chairman and CEO
PURCHASER
Name: CACHE CAPITAL L.P.
By:
Print Name:
Title:
Address: c/o X.X. Xxxxx
Atlanta Financial Center, East Tower
0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
CONSULTANT
WS MARKETING & FINANCIAL SERVICES, INC.
By:
Xxxx Xxxxxxx
Chairman
